UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on April 11, 2024, BranchOut Food Inc. (the “Company”) received a letter from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because the stockholders’ equity of the Company of $2,210,476 as of December 31, 2023, as reported in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024, was below the minimum requirement of $2,500,000.
Pursuant to Nasdaq’s Listing Rules, on May 28, 2024, the Company submitted to Nasdaq a plan to regain compliance with the Rule, which was accepted by Nasdaq on June 7, 2024, and provided the Company with an extension of 180 calendar days from April 11, 2024 (October 8, 2024) to regain compliance with the Rule.
On October 10, 2024, Nasdaq notified the Company that the Company did not meet the terms of the extension to regain compliance with the Rule, and as a result, unless the Company requests an appeal of such determination by October 17, 2024, trading of the Company’s common stock will be suspended at the opening of business on October 21, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq.
On October 11, 2024, the Company submitted a request for a hearing with Nasdaq’s Hearings Panel to appeal Nasdaq’s delisting determination. The hearing request will stay the suspension of trading of the Company’s common stock and the filing of the Form 25-NSE pending the Hearing Panel’s decision.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 14, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote on proposals for (i) the election of the director nominees named in the definitive proxy statement (the “Proxy Statement”) for the Annual Meeting filed with the SEC on September 9, 2024; (ii) the approval, for purposes of complying with Nasdaq Listing Rule 5635(b), of the conversion in full of the 12% Senior Secured Convertible Promissory Note (the “Convertible Note”) issued to Kaufman Kapital LLC (“Kaufman Kapital”) (“Proposal II”); (iii) the approval, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), of the exercise in full of Warrants to purchase 1,500,00 shares of common stock issued to Kaufman Kapital (“Proposal III”); (iv) the approval, for purposes of complying with Nasdaq Listing Rules 5635(c) and 5635(d), of the exercise in full of Warrants to purchase an aggregate of 865,536 shares of common stock issued in a private placement to Eric Healy, an affiliate of John Dalfonsi, and the Company’s President (“Proposal IV”); (v) the approval of the compensation of the Company’s named executive officers (“Proposal V”); (vi) the approval of the preferred frequency of holding an advisory vote on executive compensation (“Proposal VI”); and (iii) the ratification of the appointment of M&K CPAS, PLLC to serve as the Company’s independent registered public accountants (“Proposal VII”). Each of the foregoing proposals is described in more detail in the Proxy Statement. Stockholders holding an aggregate of 4,409,410 shares of common stock, representing 63.7% of the outstanding shares of the Company’s common stock as of the record date, and which constituted a quorum, were present in person or represented by proxy at the Annual Meeting. The results of the voting at the Annual Meeting are presented below.
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| Proposal I - | The six director nominees were all elected to the Board as follows: |
| Director | For | Withhold | ||
| Eric Healy | 2,382,314 | 3,380 | ||
| John Dalfonsi | 2,382,456 | 3,238 | ||
| David Israel | 2,301,928 | 83,765 | ||
| Greg Somerville | 2,277,473 | 108,220 | ||
| Byron Riché Jones | 2,368,478 | 17,216 | ||
| Deven Jain | 2,232,848 | 151,258 |
| Proposal II - | The conversion in full of the Convertible Note issued to Kaufman Kapital was approved as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 2,366,953 | 3,422 | 19,834 | 2,019,201 |
| Proposal III - | The exercise in full of Warrants to purchase 1,500,00 shares of common stock issued to Kaufman Kapital was approved as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 2,381,575 | 4,000 | 4,634 | 2,019,201 |
| Proposal IV - | The exercise in full of Warrants to purchase an aggregate of 865,536 shares of common stock issued Eric Healy, an affiliate of John Dalfonsi, and the Company’s President, was approved as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 2,380,971 | 3,785 | 5,453 | 2,019,201 |
| Proposal V - | The compensation of the Company’s named executive officers was approved as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 2,305,844 | 24,107 | 60,258 | 2,019,201 |
| Proposal V – | A frequency of one year for holding an advisory vote on executive compensation was approved as follows: |
| Every Year | Every Two Years | Every Three Years | Abstain | Broker Non-Votes | ||||
| 1,890,465 | 62,996 | 164,767 | 271,981 | 2,019,201 |
| Proposal VII – | The ratification of the appointment of M&K CPAS, PLLC was approved as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 4,379,777 | 4,958 | 24,675 | N/A |
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BranchOut Food Inc. | ||
| Date: October 15, 2024 | By: | /s/ Eric Healy |
| Eric Healy, Chief Executive Officer | ||
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